Common use of Shares to be Sold Clause in Contracts

Shares to be Sold. (i) Each Tag-along Stockholder shall exercise its right to participate in a sale of Common Stock by the Selling Stockholder subject to this Section 5.2 by delivering to the Selling Stockholder a Tag-along Notice stating its election to do so and specifying the number of shares of Common Stock to be sold by it no later than five Business Days after receipt of the Sale Notice. The offer of each Tag-along Stockholder set forth in a Tag-along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-along Stockholder shall be bound and obligated to sell in the proposed sale on the terms and conditions set forth in this Section 5.2. Each Tag-along Stockholder shall have the right to sell in a sale subject to this Section 5.2 the number of shares of Common Stock equal to the product obtained by multiplying (x) the number of shares of Common Stock held by the Tag-along Stockholder by (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock the Selling Stockholder proposes to sell or transfer to the Proposed Transferee and (B) denominator of which is equal to the number of shares of Common Stock then owned by such Selling Stockholder. (ii) The Selling Stockholder shall use its commercially reasonable efforts to include in the proposed sale to the Proposed Transferee all of the shares of Common Stock that the Tag-along Stockholders have requested to have included pursuant to the applicable Tag-along Notices, it being understood that the Proposed Transferee shall not be required to purchase shares of Common Stock in excess of the number set forth in the Sale Notice. In the event the Proposed Transferee elects to purchase less than all of the shares of Common Stock sought to be sold by the Tag-along Stockholders, the number of shares to be sold to the Proposed Transferee by the Selling Stockholder and each Tag-along Stockholder shall be reduced so that each such Stockholder is entitled to sell its Pro Rata Portion of the number of shares of Common Stock the Proposed Transferee elects to purchase (which in no event may be less than the number of shares of Common Stock set forth in the Sale Notice). (iii) Each Tag-along Stockholder who does not deliver a Tag-along Notice in compliance with clause (i) above shall be deemed to have waived all of such Tag-along Stockholder’s rights to participate in such sale, and the Selling Stockholder shall (subject to the rights of any participating Tag-along Stockholder) thereafter be free to sell to the Proposed Transferee its shares of Common Stock at a per share price that is no greater than the per share price set forth in the Sale Notice and on other same terms and conditions which are not materially more favorable to the Selling Stockholder than those set forth in the Sale Notice, without any further obligation to the non-accepting Tag-along Stockholders.

Shares to be Sold. (ia) Each In order for a Tag-along Stockholder shall to validly exercise its right to participate in a sale of Common Stock by the Selling Stockholder subject to this Section 5.2 by delivering to the Selling Stockholder a Tag-along Notice Sale, such Tag-along Stockholder must deliver to Sillerman and SFX a written notice (a “Tag-along Notice”), stating its such Tag-along Stockholder’s election to do so and specifying the containing an offer to sell in such Tag-along Sale a specified number of shares of SFX Common Stock to be sold by it Stock, no later than five Business Days 10 days after receipt of the Tag-along Sale NoticeNotice (the “Tag-along Period”). The offer of each a Tag-along Stockholder set forth in a Tag-along Notice shall will be deemed to be irrevocable, and, to the extent such offer is accepted, such Tag-along Stockholder shall will thereby be bound and obligated to sell in the proposed sale Tag-along Sale on the terms and conditions set forth in this Section 5.2Article 3. Each Tag-along Stockholder shall will have the right to sell in a sale subject to this Section 5.2 Article 3 all or a portion of the number of shares of Common Stock equal to the product obtained by multiplying (x) the number of shares of Common Stock held by the Tag-along Stockholder by (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock the Selling Stockholder proposes to sell or transfer to the Proposed Transferee and (B) denominator of which is equal to the number of shares of SFX Common Stock then owned by such Selling StockholderTag-along Stockholder at the time of the Tag-along Notice (including any Warrant Shares issuable upon the exercise of the NAJV Warrant or any EBITDA Warrants, if any, that such Tag-along Stockholder might elect to exercise contingent upon and as of immediately prior to the consummation of the Tag-along Sale). (iib) The Selling Stockholder Sillerman shall use its Sillerman’s commercially reasonable efforts to include in the proposed sale to the Proposed Transferee Tag-along Sale all of the shares of SFX Common Stock that the each Tag-along Stockholders have Stockholder has requested to have included pursuant to the applicable Tag-along NoticesNotice, it being understood that the Proposed Transferee shall will not be required to purchase shares of SFX Common Stock in excess of the number set forth in the Sale Notice. In the event If the Proposed Transferee elects to purchase less than all of the shares of SFX Common Stock sought to be sold by the Tag-along StockholdersStockholders in aggregate, then the number of shares to be sold to the Proposed Transferee by Sillerman and the Selling Stockholder and Tag-along Stockholders will be reduced so that each Tag-along Stockholder shall be reduced so that each such Stockholder and Sillerman is entitled to sell its Pro Rata Portion pro rata portion of the number of shares of SFX Common Stock that the Proposed Transferee elects to purchase (which in no event may be less than based upon the number of shares of SFX Common Stock set forth in the Sale Notice). (iii) Each that each Tag-along Stockholder who does not deliver a and Sillerman, respectively, have elected to include in the Tag-along Notice in compliance with clause (i) above shall be deemed to have waived all of such Tag-along Stockholder’s rights to participate in such sale, and the Selling Stockholder shall (subject to the rights of any participating Tag-along Stockholder) thereafter be free to sell to the Proposed Transferee its shares of Common Stock at a per share price that is no greater than the per share price set forth in the Sale Notice and on other same terms and conditions which are not materially more favorable to the Selling Stockholder than those set forth in the Sale Notice, without any further obligation to the non-accepting Tag-along StockholdersSale.

Shares to be Sold. (i) Each Tag-along Stockholder The Purchaser shall exercise its right to participate in a sale of Common Stock by the Selling Stockholder subject to this Section 5.2 Tag-along Sale by delivering to the Selling Stockholder Seller a written notice (a “Tag-along Notice Notice”) stating its election to do so and specifying the number of shares of Common Stock Subject Shares to be sold by it no later than five (5) Business Days after receipt of the Sale NoticeNotice (the “Tag-along Period”). The offer of each Tag-along Stockholder such number of Subject Shares by the Purchaser as set forth in a the Tag-along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-along Stockholder the Purchaser shall be bound and obligated to sell in the proposed sale Tag-along Sale on the terms and conditions set forth in this Section 5.25.12. Each Tag-along Stockholder The Purchaser shall have the right to sell in a sale subject to this Section 5.2 the Tag-along Sale such number of shares of Common Stock Subject Shares equal to the product obtained by multiplying (x) the number of shares of Common Stock Subject Shares held by the Purchaser as of the date of Tag-along Stockholder Notice by (y) a fraction equal to (A) the numerator of which is equal to the number of shares of Common Stock the Selling Stockholder proposes Seller Shares proposed to sell be sold or transfer transferred by Seller to the Proposed Transferee and or the public, divided by (B) denominator of which is equal to the number of shares of Common Stock Seller Shares then owned by such Selling StockholderHoldCo. (ii) The Selling Stockholder HoldCo shall use its commercially reasonable efforts to include in the proposed sale to the Proposed Transferee all or to the public such number of the shares of Common Stock Subject Shares that the Tag-along Stockholders have Purchaser has requested to have included pursuant to the applicable Tag-along NoticesNotice, it being understood that the Proposed Transferee or the public shall not be required to purchase shares of Common Stock Seller Shares in excess of the number set forth in the Sale Notice. In the event the Proposed Transferee or the public elects to purchase less than all of the shares of Common Stock Subject Shares sought to be sold by the Tag-along StockholdersPurchaser, the number of shares Seller Shares to be sold to the Proposed Transferee or the public by the Selling Stockholder HoldCo and each Tag-along Stockholder Purchaser shall be reduced so that each such Stockholder of the Seller and the Purchaser is entitled to sell its Pro Rata Portion of the number of shares of Common Stock Seller Shares the Proposed Transferee or the public elects to purchase (which in no event may be less than the number of shares of Common Stock Seller Shares set forth in the Sale Notice). If the Tag-along Sale is a public offering in which Seller applies to have Seller Shares traded on any public stock exchange, the HoldCo shall, and shall cause Seller to include in such application and any registration or filings required under applicable Laws such number of Subject Shares that shall be sold by Purchaser pursuant to this Section 5.12, and shall take such other action as is necessary to cause such Subject Shares to be listed or quoted on such public stock exchange as promptly as possible. (iii) Each Tag-along Stockholder who If the Purchaser does not deliver a Tag-along Notice in compliance with clause (i) above above, it shall be deemed to have waived all of such Tagtag-along Stockholder’s rights to participate in such sale, and the Selling Stockholder HoldCo shall (subject to the rights of any participating Tag-along Stockholderother stockholders of Seller) thereafter be free to sell to the Proposed Transferee or the public its shares of Common Stock Seller Shares at a per share price that is no greater than the per share price set forth in the Sale Notice and on other same terms and conditions which are not materially more favorable to the Selling Stockholder HoldCo than those set forth in the Sale Notice, without any further obligation to the non-accepting Tag-along StockholdersPurchaser.

Shares to be Sold. (ia) Each Tag-along Stockholder shall exercise its right to participate in a sale of Common Stock by the Selling Stockholder subject to this Section 5.2 Article 4 by delivering to the Selling Stockholder Via Varejo a written notice (a “Tag-along Notice Notice”) stating its such Tag-along Stockholder’s election to do so and specifying the number of shares of Common Stock Shares to be sold by it no later than five Business Days days after receipt of the Sale NoticeNotice (the “Tag-along Period”). The offer of each Tag-along Stockholder set forth in a Tag-along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-along Stockholder shall be bound and obligated to sell in the proposed sale on the terms and conditions set forth in this Section 5.2Article 4. Each Tag-along Stockholder shall have the right to sell in a sale subject to this Section 5.2 Article 4 the number of shares of Common Stock Shares equal to the product obtained by multiplying (x) the number of shares of Common Stock Shares held by the Tag-along Stockholder by (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock the Selling Stockholder Shares Via Varejo proposes to sell or transfer to the Proposed Transferee and (B) denominator of which is equal to the aggregate number of shares of Common Stock Shares then owned by such Selling StockholderVia Varejo. (iib) The Selling Stockholder Via Varejo shall use its commercially reasonable efforts to include in the proposed sale to the Proposed Transferee all of the shares of Common Stock Shares that the Tag-along Stockholders have requested to have included pursuant to the applicable Tag-along Notices, it being understood that the Proposed Transferee shall not be required to purchase shares of Common Stock Shares in excess of the number set forth in the Sale Notice. In the event If the Proposed Transferee elects to purchase less than all of the shares of Common Stock Shares sought to be sold by the Tag-along Stockholders, the number of shares to be sold to the Proposed Transferee by the Selling Stockholder Via Varejo and each Tag-along Stockholder shall be reduced so that each such Stockholder is entitled to sell its Pro Rata Portion of the number of shares of Common Stock Shares the Proposed Transferee elects to purchase (which in no event may be less than the number of shares of Common Stock Shares set forth in the Sale Notice). (iiic) Each Tag-along Stockholder who does not deliver a Tag-along Notice in compliance with clause (i) above shall be deemed to have waived all of such Tag-along Stockholder’s rights to participate in such sale, and the Selling Stockholder Via Varejo shall (subject to the rights of any participating Tag-along Stockholder) thereafter be free to sell to the Proposed Transferee its shares of Common Stock Shares at a per share price that is no greater than the per share price set forth in the Sale Notice and on other same terms and conditions which are not materially more favorable to the Selling Stockholder Via Varejo than those set forth in the Sale Notice, without any further obligation to the non-accepting Tag-along Stockholders.

Shares to be Sold. (i) Each Tag-along Stockholder Investor shall be entitled to exercise its right to participate in a sale of Common Stock by the Selling Stockholder subject to this Section 5.2 Co-Sale by delivering to the such Selling Stockholder a Tagwritten notice (a “Co-along Notice Sale Notice”) stating its election to do so and specifying the number of shares of Common Stock to be sold by it no later than five fifteen (15) Business Days after receipt of the Sale NoticeNotice (the “Co-Sale Period”). The offer of each Tag-along Participating Stockholder set forth in a TagCo-along Sale Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-along Participating Stockholder shall be bound and obligated to sell in the proposed sale on the terms and conditions set forth in this Section 5.2the Sale Notice. Each Tag-along Such Selling Stockholder shall have use it reasonable efforts to include in the right to sell in a proposed sale subject to this Section 5.2 the number of shares of Common Stock equal to the product obtained by multiplying (x) the number of shares of Common Stock held by the Tag-along Stockholder Participating Stockholders by (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock the such Selling Stockholder proposes to sell or transfer to the Proposed Transferee and (B) denominator of which is equal to the number of shares of Common Stock then owned by such Selling Stockholder. (ii) The Selling Stockholder shall use its commercially reasonable efforts to include in the proposed sale to the Proposed Transferee all of the shares of Common Stock that the Tag-along Stockholders have requested to have included pursuant to the applicable Tag-along Notices, ; it being understood that the Proposed Transferee shall not be required to purchase shares of Common Stock in excess of the number set forth in the Sale Notice. In the event the Proposed Transferee elects to purchase less than all of the shares of Common Stock sought to be sold by the Tag-along Participating Stockholders, the number of shares to be sold to the Proposed Transferee by the such Selling Stockholder and each Tag-along Participating Stockholder shall be reduced so that each such Stockholder stockholder is entitled to sell its Pro Rata Portion of the number of shares of Common Stock the Proposed Transferee elects to purchase (which in no event may be less than the number of shares of Common Stock set forth in the Sale Notice). (iii) . Each Tag-along Stockholder Investor who does not deliver a TagCo-along Sale Notice in compliance with clause (i) above shall be deemed to have waived all of such Tag-along Stockholder’s Investor's rights to participate in such sale, and the such Selling Stockholder shall (subject to the rights of any participating Tag-along Participating Stockholder) thereafter be free to sell to the Proposed Transferee its the number of shares of Common Stock set forth in the Sale Notice (subject to any reduction by the Proposed Transferee as provided in this Section 3.3), at a per share price that is no greater than the per share price set forth in the Sale Notice and on other same terms and conditions which are not materially more favorable to the such Selling Stockholder than those set forth in the Sale Notice, without any further obligation to the non-accepting Tag-along StockholdersInvestor.

Shares to be Sold. (i1) Each Tag-along Stockholder shall MPU may exercise its right to participate in a sale of Common Stock by the Selling Stockholder Proposed Sale subject to this Section 5.2 3 by delivering to the Selling Stockholder Proposing Holder a Tagwritten notice (a “Co-along Notice Sale Notice”) stating its election to do so and specifying the number of shares of Common Stock Shares to be sold by it no later than five Business Days (5) days after receipt of the Sale NoticeNotice (the “Co-Sale Period”). The offer of each Tag-along Stockholder MPU set forth in a TagCo-along Sale Notice shall be irrevocableirrevocable (unless the relevant sale does not complete), and, to the extent such offer is accepted, such Tag-along Stockholder MPU shall be bound and obligated to sell in the proposed sale on the terms and conditions set forth in this Section 5.23. Each Tag-along Stockholder MPU shall have the right to sell in a sale subject to this Section 5.2 3 the number of shares of Common Stock Shares equal to the product obtained by multiplying (x) the number of shares of Common Stock held Shares to be sold by the Tag-along Stockholder Proposing Holder MPU by (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock the Selling Stockholder proposes to sell or transfer to the Proposed Transferee Shares held by MPU and (B) denominator of which is equal to the number of shares Shares of Common Stock then owned by MPU and the Proposing Holder. Failure by MPU to give such Selling Stockholdernotice within the abovementioned five (5) days period shall constitute an irrevocable waiver by MPU of its Co-Sale right under this Section. (ii2) The Selling Stockholder Proposing Holder shall use its commercially reasonable efforts to include in the proposed sale to the Proposed Transferee all of the shares of Common Stock Shares that the Tag-along Stockholders have MPU has requested to have included pursuant to the applicable TagCo-along NoticesSale Notice, it being understood that the Proposed Transferee shall not be required to purchase shares of Common Stock Shares in excess of the number set forth in the Sale Notice. In the event the Proposed Transferee elects to purchase less than all of the shares of Common Stock Shares sought to be sold by the Tag-along StockholdersMPU, the number of shares Shares to be sold to the Proposed Transferee by the Selling Stockholder Proposing Holder and each Tag-along Stockholder MPU shall be reduced so that each such Stockholder the Proposing Holder and MPU is entitled to sell its Pro Rata Portion pro rata portion of the number of shares of Common Stock Shares the Proposed Transferee elects to purchase (which in no event may be less than the number of shares of Common Stock set forth in the Sale Notice). (iii) Each Tag-along Stockholder who purchase. If MPU does not deliver a TagCo-along Sale Notice in compliance with clause (iSection 3(c) above shall be deemed to have waived all of such TagCo-along Stockholder’s Sale rights to participate in such sale, and the Selling Stockholder Proposing Holder thereafter shall (subject to the rights of any participating Tag-along Stockholder) thereafter be free to sell to the Proposed Transferee its shares of Common Stock Shares at a per share price that is no greater than the per share price set forth in the Sale Notice and on other same terms and conditions which that are not materially more favorable to the Selling Stockholder than those set forth in the Sale Notice, without any further obligation to the non-accepting Tag-along StockholdersMPU.

Shares to be Sold. (i) Each Tag-along Stockholder Purchaser shall exercise its right to participate in a sale of Common Stock by the Selling Stockholder subject to this Section 5.2 Tag-along Sale by delivering to the Selling Stockholder Seller a written notice (a “Tag-along Notice Notice”) stating its election to do so and specifying the number of shares of Common Stock Subject Shares to be sold by it no later than five (5) Business Days after receipt of the Sale NoticeNotice (the “Tag-along Period”). The offer of each Tag-along Stockholder such number of Subject Shares by Purchaser as set forth in a the Tag-along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-along Stockholder Purchaser shall be bound and obligated to sell in the proposed sale Tag-along Sale on the terms and conditions set forth in this Section 5.25.12. Each Tag-along Stockholder Purchaser shall have the right to sell in a sale subject to this Section 5.2 the Tag-along Sale such number of shares of Common Stock Subject Shares equal to the product obtained by multiplying (x) the number of shares of Common Stock Subject Shares held by Purchaser as of the date of Tag-along Stockholder Notice by (y) a fraction equal to (A) the numerator of which is equal to the number of shares of Common Stock the Selling Stockholder proposes Smartposting Shares proposed to sell be sold or transfer transferred by Seller to the Proposed Transferee and or the public, divided by (B) denominator of which is equal to the number of shares of Common Stock Smartposting Shares then owned by such Selling StockholderSeller. (ii) The Selling Stockholder Seller shall use its commercially reasonable efforts to include in the proposed sale to the Proposed Transferee all or to the public such number of the shares of Common Stock Subject Shares that the Tag-along Stockholders have Purchaser has requested to have included pursuant to the applicable Tag-along NoticesNotice, it being understood that the Proposed Transferee or the public shall not be required to purchase shares of Common Stock Smartposting Shares in excess of the number set forth in the Sale Notice. In the event the Proposed Transferee or the public elects to purchase less than all of the shares of Common Stock Subject Shares sought to be sold by the Tag-along StockholdersPurchaser, the number of shares Smartposting Shares to be sold to the Proposed Transferee or the public by the Selling Stockholder Seller and each Tag-along Stockholder Purchaser shall be reduced so that each such Stockholder of Seller and Purchaser is entitled to sell its Pro Rata Portion of the number of shares of Common Stock Smartposting Shares the Proposed Transferee or the public elects to purchase (which in no event may be less than the number of shares of Common Stock Smartposting Shares set forth in the Sale Notice). If the Tag-along Sale is a public offering in which Smartposting applies to have Smartposting Shares traded on any public stock exchange, Seller shall, and shall cause Smartposting to include in such application and any registration or filings required under applicable Laws such number of Subject Shares that shall be sold by Purchaser pursuant to this Section 5.12, and shall take such other action as is necessary to cause such Subject Shares to be listed or quoted on such public stock exchange as promptly as possible. (iii) Each Tag-along Stockholder who If Purchaser does not deliver a Tag-along Notice in compliance with clause (i) above above, it shall be deemed to have waived all of such Tagtag-along Stockholder’s rights to participate in such sale, and the Selling Stockholder Seller shall (subject to the rights of any participating Tag-along Stockholderother stockholders of Smartposting) thereafter be free to sell to the Proposed Transferee or the public its shares of Common Stock Smartposting Shares at a per share price that is no greater than the per share price set forth in the Sale Notice and on other same terms and conditions which are not materially more favorable to the Selling Stockholder Seller than those set forth in the Sale Notice, without any further obligation to the non-accepting Tag-along StockholdersPurchaser.

Shares to be Sold. (i) Each Tag-along Stockholder Shareholder shall exercise its right to participate in a sale of Common Stock Voting Shares by the Selling Stockholder a Transferring Shareholder subject to this Section 5.2 4.4 by delivering to the Selling Stockholder a Transferring Shareholder a written notice (a “Tag-along Notice Notice”) stating its election to do so within the Transfer Acceptance Period contemplated in Section 4.3(d)(ii), provided that no Tag-along Notice can be issued if Norie and specifying the number of shares of Common Stock Norie Shareholder’s Share Matching Offer to be sold by it no later than five Business Days after receipt of the Sale NoticeBxxxxxx and/or Bxxxxxx Shareholder is accepted. The offer of each Tag-along Stockholder Shareholder set forth in a Tag-along Notice shall be irrevocable, (but shall lapse if the rights are revived pursuant to Section 4.4(f)) and, to the extent such offer is accepted, such Tag-along Stockholder Shareholder shall be bound and obligated to sell in the proposed sale on the terms and conditions set forth in this Section 5.24.4. Each Tag-along Stockholder Shareholder shall have the right offer to sell in a sale subject to this Section 5.2 all, and not less than all, of the number of shares of Common Stock equal to the product obtained Voting Shares Beneficially Owned by multiplying (x) the number of shares of Common Stock held by the such Tag-along Stockholder by (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock the Selling Stockholder proposes to sell or transfer to the Proposed Transferee and (B) denominator of which is equal to the number of shares of Common Stock then owned by such Selling StockholderShareholder. (ii) The Selling Stockholder Transferring Shareholder shall use its commercially reasonable efforts to include in the proposed sale to the Proposed Transferee all of the shares of Common Stock Voting Shares that the Tag-along Stockholders Shareholders have requested to have included pursuant to the applicable Tag-along Notices, it being understood that the Proposed Transferee shall not be required to purchase shares of Common Stock in excess of the number set forth in the Sale Notice. In the event the Proposed Transferee elects Third-Party Purchaser refuses to purchase less than all of the shares of Common Stock Voting Shares sought to be sold by the Tag-along StockholdersShareholders, the number Transferring Shareholder shall negotiate with such Third-Party Purchaser for the inclusion of shares all Voting Shares offered to be sold, and shall not consummate the proposed Transfer if such Third-Party Purchaser is unwilling to purchase all of the Voting Shares sought to be sold to the Proposed Transferee by the Selling Stockholder and each Tag-along Stockholder shall be reduced so that each such Stockholder is entitled to sell its Pro Rata Portion of the number of shares of Common Stock the Proposed Transferee elects to purchase (which in no event may be less than the number of shares of Common Stock set forth in the Sale Notice)Shareholders. (iii) Each Tag-along Stockholder Shareholder who does not deliver a Tag-along Notice in compliance with clause (i) above shall be deemed to have waived all of such Tag-along StockholderShareholder’s rights to participate in such sale, and the Selling Stockholder Transferring Shareholder shall (subject to the rights of any participating Tag-along StockholderShareholder) thereafter be free to sell to the Proposed Transferee Third-Party Purchaser its shares of Common Stock Voting Shares at a per share price that is no greater than the per share price set forth in the Sale Third-Party Transfer Notice and on other same terms and conditions which are not materially more favorable to the Selling Stockholder Transferring Shareholder than those set forth in the Sale Third-Party Transfer Notice, without any further obligation to the non-accepting Tag-along StockholdersShareholders.